Vision Values Holdings Ltd. — AGM Information 2005

Oct 27, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in New World Mobile Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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NEW WORLD MOBILE HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

RE-ELECTION OF DIRECTORS, RENEWAL OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of New World Mobile Holdings Limited is set out on pages 3 to 9 of this circular.

A notice convening an annual general meeting of New World Mobile Holdings Limited to be held at Room 201A, Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Tuesday, 29 November 2005 at 10:45 a.m. is set out on pages 13 to 17 of this circular.

If you are not able to attend such meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrars of New World Mobile Holdings Limited in Hong Kong, Abacus Share Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight hours before the time appointed for the holding of such meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so desire.

25 October 2005

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
–	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	General Mandates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	Amendments to the Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
–	Procedure by which a poll may be demanded. . . . . . . . . . . . . . . . . . . . . . . .	8
–	Documents for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
–	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE . . . . . . .		10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

−i −

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“AGM”	the annual general meeting of the Company to be held	at
	Room 201A, Hong Kong Convention and Exhibition
	Centre, 1 Expo Drive, Wanchai, Hong Kong on Tuesday,
	29 November 2005 at 10:45 a.m.
“AGM Notice”	the notice convening the AGM as set out on pages 13	to
	17 of this circular
“Articles”	the articles of association of the Company
“associate(s)”	has the meaning ascribed thereto in the Listing Rules
“Board”	the board of Directors
“CGP Code”	the Code on Corporate Governance Practices set out	in
	Appendix 14 to the Listing Rules
“Company”	New World Mobile Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability,
	the Shares of which are listed on the main board of the
	Stock Exchange
“Directors”	the directors of the Company
“General Mandates”	the Issue Mandate and the Repurchase Mandate
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Issue Mandate”	a general mandate proposed to be granted to the Directors
	to exercise all the powers of the Company to allot, issue
	and deal with Shares in the manner as set out in the
	ordinary resolution numbered 4 of the AGM Notice
“Latest Practicable Date”	20 October 2005, being the latest practicable date prior	to
	the printing of this circular for the purpose	of
	ascertaining certain information contained herein

−1 −

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Repurchase Mandate”	a general mandate proposed to be granted to the Directors
	to exercise all the powers of the Company to repurchase
	Shares in the manner as set out in the ordinary resolution
	numbered 5 of the AGM Notice
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
“Share Consolidation”	the consolidation of every 100 issued or unissued
	ordinary shares of HK$0.01 each of the Company into 1
	ordinary share of HK$1.00 which took effect on 7 July
	2004
“Share(s)”	ordinary share(s) of HK$1.00 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

−2 −

LETTER FROM THE BOARD

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NEW WORLD MOBILE HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

Executive Directors: Dr. Cheng Kar Shun, Henry (Chairman) Mr. Doo Wai Hoi, William, JP (Vice Chairman) Dr. Wai Fung Man, Norman (Chief Executive Officer) Mr. To Hin Tsun, Gerald Mr. Chow Yu Chun, Alexander

Non-executive Directors: Mr. Lo Lin Shing, Simon Mr. Ho Hau Chong, Norman

Independent non-executive Directors: Mr. Wei Chi Kuan, Kenny Mr. Kwong Che Keung, Gordon Mr. Hui Chiu Chung, JP

Registered office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Principal place of business in Hong Kong: 17th Floor Chevalier Commercial Centre 8 Wang Hoi Road Kowloon Bay Kowloon Hong Kong

25 October 2005

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS, RENEWAL OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you details of the following proposals which, together with other ordinary business, will be proposed at the AGM for consideration and, where appropriate approval of the Shareholders:

• (a) re-election of Directors;

• (b) grant of the General Mandates; and

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LETTER FROM THE BOARD

(c) amendments to the Articles.

The AGM Notice is set out on pages 13 to 17 of this circular.

RE-ELECTION OF DIRECTORS

At the forthcoming AGM, Dr. Cheng Kar Shun, Henry, Mr. Doo Wai Hoi, William, Dr. Wai Fung Man, Norman, Mr. Chow Yu Chun, Alexander, Mr. Kwong Che Keung, Gordon and Mr. Hui Chiu Chung will retire from office in accordance with Articles 99 and 116 of the Articles and, being eligible, offer themselves for re-election. Pursuant to Rule 13.74 of the Listing Rules, the details of the aforesaid Directors required under Rule 13.51(2) of the Listing Rules are set out below.

Dr. Cheng Kar Shun, Henry , aged 58, is the chairman of the Company. He was appointed as a non-executive Director in November 2001 and redesignated as executive Director and chairman of the Company in July 2004. Dr. Cheng is the managing director of New World Development Company Limited, the chairman and managing director of New World China Land Limited, the chairman of each of New World TMT Limited, NWS Holdings Limited and Tai Fook Securities Group Limited, all of which are companies whose shares are listed on the Stock Exchange. Dr. Cheng is also the managing director of NWD (Hotels Investments) Limited and a director of each of Chow Tai Fook Enterprises Limited and HKR International Limited. Dr. Cheng is the chairman of the Advisory Council for The Better Hong Kong Foundation and a committee member of the Tenth National Committee of Chinese People’s Political and Consultative Conference of the PRC. In 2001, he was awarded the Gold Bauhinia Star by the Government of Hong Kong. Dr. Cheng is the brother-in-law of Mr. Doo Wai Hoi, William.

As at the Latest Practicable Date, Dr. Cheng had personal interests in the options to subscribe for 780,000 Shares which are required to be notified to the Company and the Stock Exchange under Part XV of the SFO. There is no service contract between Dr. Cheng and the Company and he is not appointed for any specific term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Dr. Cheng is entitled to a director’s fee of HK$120,000 per annum which is determined with reference to his duties and responsibilities with the Company and is subject to review by the Board from time to time.

Mr. Doo Wai Hoi, William, JP , aged 61, was appointed as an executive Director and vice chairman of the Company in July 2004. Mr. Doo is also the deputy chairman of each of New World China Land Limited, NWS Holdings Limited and Tai Fook Securities Group Limited, all of which are companies whose shares are listed on the Stock Exchange. He also acts as director for each of NWD (Hotels Investments) Limited and Fund Seng Diamond Company Limited. Mr. Doo has served as a governor of the Canadian Chamber of Commerce in Hong Kong. In addition, he is appointed as a member of the executive committee of the Chinese People’s Political and Consultative Conference in Shanghai, the PRC. Mr. Doo is the brother-in-law of Dr. Cheng Kar Shun, Henry.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, Mr. Doo had personal interests in the options to subscribe for 300,000 Shares which are required to be notified to the Company and the Stock Exchange under Part XV of the SFO. There is no service contract between Mr. Doo and the Company and he is not appointed for any specific term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Doo is entitled to a director’s fee of HK$50,000 per annum which is determined with reference to his duties and responsibilities with the Company and is subject to review by the Board from time to time.

Mr. Chow Yu Chun, Alexander , aged 58, was appointed as an executive Director in July 2004. Mr. Chow is also an executive director of New World China Land Limited, a company whose shares are listed on the Stock Exchange. He is a fellow of The Association of Chartered Certified Accountants, the United Kingdom and a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants and has over 30 years of experience in property development and investment in Hong Kong.

As at the Latest Practicable Date, Mr. Chow had personal interests in the options to subscribe for 482,000 Shares which are required to be notified to the Company and the Stock Exchange under Part XV of the SFO. There is no service contract between Mr. Chow and the Company and he is not appointed for any specific term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Chow is entitled to a director’s fee of HK$50,000 per annum which is determined with reference to his duties and responsibilities with the Company and is subject to review by the Board from time to time. Mr. Chow does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company.

Dr. Wai Fung Man, Norman , aged 56, was appointed as an executive Director and chief executive officer of the Company in July 2004. He is also an executive director of New World TMT Limited, a company whose shares are listed on the Stock Exchange. Dr. Wai is a veteran with 30 years of experience in telecommunications. Previously, he was a senior executive of various telecommunications companies in Europe, Canada and Hong Kong. Dr. Wai holds a doctoral degree in Electronic Engineering, specializing in digital mobile data communications. He is a qualified Chartered Engineer and a fellow of The Institution of Electrical Engineers.

As at the Latest Practicable Date, Dr. Wai had personal interests in the options to subscribe for 482,000 Shares which are required to be notified to the Company and the Stock Exchange under Part XV of the SFO. There is no service contract between Dr. Wai and the Company and he is not appointed for any specific term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Dr. Wai is entitled to a director’s fee of HK$50,000 per annum which is subject to review by the Board from time to time. His emoluments is determined with reference to his duties and responsibilities with the Company, the Company’s performance as well as the prevailing marketing conditions. Dr. Wai does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company.

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LETTER FROM THE BOARD

Mr. Kwong Che Keung, Gordon , aged 56, was appointed as an independent nonexecutive Director in July 2004. He is a non-executive director of COSCO Pacific Limited and an independent non-executive director of NWS Holdings Limited and a number of other Hong Kong listed companies. Mr. Kwong graduated from the University of Hong Kong in 1972, qualifying as a chartered accountant in England in 1977 and was a partner of PricewaterhouseCoopers from 1984 to 1998. He had served as a part-time panel member of the Hong Kong Government’s Central Policy Unit from 1993 to 1995 and was an independent member of the Council of the Stock Exchange from 1992 to 1997.

As at the Latest Practicable Date, Mr. Kwong had personal interests in the options to subscribe for 78,000 Shares which are required to be notified to the Company and the Stock Exchange under Part XV of the SFO. There is no service contract between Mr. Kwong and the Company and he is not appointed for any specific term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Kwong is entitled to a director’s fee of HK$120,000 per annum which is determined with reference to his duties and responsibilities with the Company and is subject to review by the Board from time to time. Mr. Kwong does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company.

Mr. Hui Chiu Chung, JP , aged 58, was appointed as an independent non-executive Director in April 2005. He is currently the group managing director of OSK Asia Holdings Limited. Mr. Hui has 34 years of experience in the securities and investment industry. Mr. Hui had for years been serving as council member and vice-chairman of the Stock Exchange. He was also a director of the Hong Kong Securities Clearing Company Limited. He had for 8 years been serving as a member of the Advisory Committee of the Hong Kong Securities & Futures Commission (SFC) and is at present a member of its Academic and Accreditation Advisory Committee. He is also an appointed member of Securities & Futures Appeals Tribunal, a member of the Listing Committee of Hong Kong Exchange & Clearing Limited and a committee member of the Hong Kong Stockbrokers Association. Mr. Hui also serves as independent non-executive director of several listed companies in Hong Kong.

As at the Latest Practicable Date, Mr. Hui had personal interests in the options to subscribe for 78,000 Shares which are required to be notified to the Company and the Stock Exchange under Part XV of the SFO. There is no service contract between Mr. Hui and the Company and he is not appointed for any specific term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Hui is entitled to a director’s fee of HK$120,000 per annum which is determined with reference to his duties and responsibilities with the Company and is subject to review by the Board from time to time. Mr. Hui does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company.

Save as disclosed above, the Board is not aware of any matters relating to the above proposed re-election that need to be brought to the attention of the Shareholders.

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LETTER FROM THE BOARD

GENERAL MANDATES

The current general mandates granted to the Directors to issue and repurchase Shares will expire at the conclusion of the AGM. The Directors will ask for renewal of such authorities by proposing resolutions numbered 4, 5 and 6 as ordinary resolutions for consideration and approval of the Shareholders.

In order to provide flexibility and discretion to the Directors to issue new Shares, an ordinary resolution will be proposed at the AGM that the Directors be granted the Issue Mandate to allot, issue and deal with the new Shares up to an amount not exceeding 20% of the issued capital of the Company at the time of passing such resolution and a separate ordinary resolution will also be proposed to extend the Issue Mandate by adding the aggregate nominal amount of any Shares repurchased by the Company pursuant to the Repurchase Mandate.

At the AGM, an ordinary resolution will be proposed to the Shareholders that the Directors be granted the Repurchase Mandate to repurchase Shares up to a maximum of 10% of the issued share capital of the Company at the time of passing such resolution. An explanatory statement as required under the Listing Rules to provide the requisite information concerning the Repurchase Mandate is set out in the Appendix to this circular.

AMENDMENTS TO THE ARTICLES

The Board would also take the opportunity at the AGM to seek the approval of the Shareholders to amend the current Articles. The purpose of the amendments is to comply with implementation of the CGP Code which became effective on 1 January 2005. The proposed amendment will, if passed, require that all Directors, including the chairman of the Board and/or the managing Director, be subject to the 3-year rotation requirements provided in paragraph A.4.2 of the CGP Code. In addition, paragraph E.2.1 of the CGP Code requires that the chairman must demand a poll in the general meetings of the Company whenever voting by way of a poll is required under the Listing Rules. It is therefore proposed to amend the Articles at the AGM to comply with such requirements.

The full text of the proposed amendments is set out in resolution numbered 7 in the AGM Notice set out on page 16 of this circular.

The proposed amendments are subject to the approval of the Shareholders by way of special resolution at the AGM.

−7 −

LETTER FROM THE BOARD

AGM

The AGM Notice is set out on pages 13 to 17 of this circular. If you are not able to attend the AGM, you are requested to complete and return the form of proxy for the AGM enclosed in this circular in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrars, Abacus Share Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish but the authority of your proxy will be invalided forthwith.

PROCEDURE BY WHICH A POLL MAY BE DEMANDED

Under the Articles, at the AGM, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded by:

• (i) the chairman of the meeting; or

• (ii) at least five members present in person or by proxy and entitled to vote at the meeting; or

• (iii) any member or members present in person or by proxy and representing in aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or

• (iv) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

DOCUMENTS FOR INSPECTION

Copy of the Articles is available for inspection during normal business hours at the principal place of business of the Company in Hong Kong at 17th Floor, Chevalier Commercial Centre, 8 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong from the date of this circular up to and including the date of the AGM and at the AGM.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposals described in this circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the resolutions regarding the re-election of Directors, the grant of the General Mandates and the amendments to the Articles to be proposed at the AGM.

GENERAL

Your attention is drawn to the additional information set out in the Appendix.

Yours faithfully, For and on behalf of the Board New World Mobile Holdings Limited Dr. Cheng Kar Shun, Henry Chairman

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX

This is an explanatory statement given to the Shareholders relating to resolution numbered 5 granting the Repurchase Mandate to the Directors. It contains a summary of the information required pursuant to Rule 10.06(1)(b) of the Listing Rules which is set out as follows:

(1) EXERCISE OF THE REPURCHASE MANDATE

Resolution numbered 5 set out in the AGM Notice will, if passed, give a general unconditional mandate to the Directors authorising the repurchase by the Company of the issued and fully paid Shares up to a maximum of 10% of the nominal amount of the share capital of the Company as at the date of the AGM. It will be valid until the next annual general meeting unless revoked or varied before such meeting.

Exercise in full of the Repurchase Mandate would result in up to a maximum of 7,918,222 Shares (on the basis of 79,182,223 Shares in issue as at the Latest Practicable Date) being repurchased by the Company.

(2) REASONS FOR REPURCHASES

The Directors believe that it is in the interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

(3) FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the applicable laws of the Cayman Islands, the memorandum of association of the Company and the Articles. Cayman Islands law provide that the amount to be paid in connection with a share repurchase may be paid out of profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, provided the Company can, immediately following such payments, pay its debts as they fall in the ordinary course of business.

There might be a material impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX

(4) STATUS OF REPURCHASED SHARES

The Listing Rules provide that the listing of all the Shares repurchased by the Company are automatically cancelled and the Company must ensure that the corresponding certificates are cancelled and destroyed. Under Cayman Islands law, the Shares so repurchased will be treated as having been cancelled.

(5) SHARE REPURCHASES

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six (6) months preceding the Latest Practicable Date.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

(6) SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months were as follows:

	Highest	Lowest
	HK$	HK$
2004
October	1.73	1.42
November	1.84	1.37
December	1.47	1.23
2005
January	1.42	1.20
February	1.43	1.20
March	1.48	1.20
April	1.33	1.10
May	1.20	0.91
June	1.25	0.95
July	1.04	1.02
August	1.08	1,05
September	1.63	1.46
October (up to the Latest Practicable Date)	3.20	2.00

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX

(7) EFFECT OF THE TAKEOVERS CODE

If, as a result of a share repurchase by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could, depending upon the level of increase in shareholding, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

The Directors are not aware of any consequences which would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code in the event that the Repurchase Mandate, if approved by the Shareholders at the AGM, is exercised in full. The Directors have no present intention to repurchase Shares to an extent which will result in the number of Shares held by the public being reduced to less than 25%.

(8) GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates has any present intention to sell any Shares to the Company under the Repurchase Mandate if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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NOTICE OF ANNUAL GENERAL MEETING

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NEW WORLD MOBILE HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of New World Mobile Holdings Limited (the “Company”) will be held at Room 201A, Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Tuesday, 29 November 2005 at 10:45 a.m. to transact the following ordinary business:

1. To receive and consider the audited financial statements and the reports of the directors and auditors of the Company and its subsidiaries for the year ended 30 June 2005;

2. (a) To re-elect Dr. Cheng Kar Shun, Henry as executive director of the Company;

3. (b) To re-elect Mr. Doo Wai Hoi, William, JP as executive director of the Company;

4. (c) To re-elect Mr. Chow Yu Chun, Alexander as executive director of the Company;

5. (d) To re-elect Dr. Wai Fung Man, Norman as executive director of the Company;

6. (e) To re-elect Mr. Kwong Che Keung, Gordon as independent non-executive director of the Company;

7. (f) To re-elect Mr. Hui Chiu Chung, JP as independent non-executive director of the Company; and

8. (g) To authorise the board of directors to fix their remuneration;

9. To re-appoint the auditors and to authorise the board of directors to fix their remuneration,

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NOTICE OF ANNUAL GENERAL MEETING

and, by way of special business, to consider and, if thought fit, to pass each of the following resolutions, with or without modification, of which resolutions numbered 4, 5 and 6 will be proposed as ordinary resolutions and resolution numbered 7 will be proposed as a special resolution:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to the following provisions of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company, and to make or grant offers, agreements or options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares pursuant to any existing specific authority, including upon the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any bonds, notes, debentures or securities convertible into shares of the Company; (iii) the exercise of options granted under any share option scheme adopted by the Company; and (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and

5. (d) for the purposes of this resolution:

“Relevant Period” means the period from the date of passing this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company made to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, or in any territory outside Hong Kong).”

5. “ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (the “Recognised Stock Exchange”), subject to and in accordance with all applicable laws, rules and regulations and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, or of any other Recognised Stock Exchange and the articles of association of the Company be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10 per cent. of the aggregate nominal amount of the shares in the capital of the Company in issue as at the date of passing this resolution; and

• (c) for the purposes of this resolution, “Relevant Period” means the period from the date of passing this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT , subject to the passing of resolutions numbered 4 and 5 as set out in the notice convening this meeting (the “Notice”), the general mandate granted to the directors of the Company to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 4 set out in the Notice be and is hereby extended by the addition to it of an amount representing the aggregate nominal amount of the shares in the capital of the Company which are repurchased by the Company pursuant to and since the granting to the Company of the general mandate to repurchase shares in accordance with resolution numbered 5 set out in the Notice.”

SPECIAL RESOLUTION

1. “ THAT , the existing articles of association of the Company (the “Articles”) be and are hereby amended in the following manner:

Article 80

By inserting the words “voting by way of a poll is required by the Listing Rules or” after the words “a show of hands unless” in the first sentence of the Article 80.

Article 116

By deleting the first sentence of the existing Article 116 and substituting therewith the following:

“Notwithstanding any other provisions in these Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation.”

By Order of the Board New World Mobile Holdings Limited Dr. Wai Fung Man, Norman Executive Director

Hong Kong, 19 October 2005

Principal place of business in Hong Kong: 17th Floor, Chevalier Commercial Centre 8 Wang Hoi Road Kowloon Bay Kowloon Hong Kong

Registered office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

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NOTICE OF ANNUAL GENERAL MEETING

The Directors of the Company include:

Executive Directors:

Dr. Cheng Kar Shun, Henry (Chairman)

Mr. Doo Wai Hoi, William, JP (Vice Chairman)

Dr. Wai Fung Man, Norman (Chief Executive Officer)

Mr. To Hin Tsun, Gerald Mr. Chow Yu Chun, Alexander

Non-executive Directors:

Mr. Lo Lin Shing, Simon Mr. Ho Hau Chong, Norman

Independent non-executive Directors:

Mr. Wei Chi Kuan, Kenny Mr. Kwong Che Keung, Gordon Mr. Hui Chiu Chung, JP

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person(s) as his/her proxy to attend and vote instead of him/her. In the case of a recognised clearing house, it may authorise such person(s) as it thinks fit to act as its representative(s) at the meeting and vote in its stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the branch share registrars of the Company in Hong Kong, Abacus Share Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof (as the case may be).

3. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof if he so desires and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.

4. Where there are joint holders of any share, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he/she were solely entitled to vote; but if more than one of such joint holders be present at the meeting in person or by proxy, then the one of such holders whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

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